8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 25, 2007

POLARIS INDUSTRIES INC.

(Exact name of Registrant as specified in its charter)

Minnesota
(State of Incorporation) 1-11411
(Commission File Number) 41-1790959
(I.R.S. Employer Identification No.)

2100 Highway 55
Medina, Minnesota 55340
(Address of principal executive offices)
(Zip Code)

(763) 542-0500
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o; Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Senior Executive Annual Incentive Compensation Plan

Long Term Incentive Plan, as Amended and Restated

Supplemental Retirement/Savings Plan, as Amended and Restated

Deferred Compensation Plan for Directors, as Amended and Restated

Amendment to Employment Agreement

Form of Amendment to Change in Control Agreement

Item 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

(e) Amendment and Restatement of Certain Plans and Amendment of Certain Agreements to Comply with Section 409A of the Internal Revenue Code.

     On October 25, 2007, the Board of Directors (the “Board”) of Polaris Industries Inc. (the “Company”), upon the recommendation of the Compensation Committee of the Board (the “Compensation Committee”), approved the amendment and restatement of the following plans to be effective January 1, 2008:

• Polaris Industries Inc. Senior Executive Annual Incentive Compensation Plan (the “Senior Executive Plan”), a copy of which was previously filed as Exhibit 10.q to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005;

• Polaris Industries Inc. Long Term Incentive Plan (the “LTIP”), a copy of which was previously filed as Exhibit 10.r to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005;

• Polaris Supplemental Retirement/Savings Plan (the “SERP”), a copy of which was previously filed as Exhibit 10(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002; and

• Polaris Industries Inc. Deferred Compensation Plan for Directors (the “Director Plan”), a copy of which, as amended and restated, was previously filed as Exhibit 10.g to the Company’s Current Report on Form 8-K filed on April 26, 2005.

     On October 25, 2007, the Board, upon the recommendation of the Compensation Committee, also approved the amendment (the “Amendments”) of the following agreements:

• Employment Agreement dated January 18, 2007 by and between the Company and Thomas C. Tiller, a copy of which was previously filed as Exhibit 10.q to the Company’s Current Report on Form 8-K filed on January 18, 2007; and

• The Change in Control Agreement entered into with executive officers of the Company, a copy of which was previously filed as Exhibit 10(q) to the Company’s Annual Report on Form 10-K for the year ended December 31, 1996.

     The purpose of the amendments was to make changes necessary to ensure that such plans and agreements comply with the final regulations under Section 409A of the Internal Revenue Code (“Section 409A”). In addition, the Senior Executive Plan, the LTIP and the SERP were amended to provide that participants in the SERP may, in the sole and absolute discretion of the Compensation Committee, elect to defer receipt of incentive compensation awarded under the Senior Executive Plan and the LTIP in accordance with the terms of the SERP.

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     The foregoing description is qualified in its entirety by reference to the amended and restated plans and amendments to agreements, copies of which are attached as Exhibits 10.a through 10.f of this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

     The following exhibits are included herewith:

Exhibit
Number	Description
10.a	Polaris Industries Inc. Senior Executive Annual Incentive Compensation Plan, as amended and restated effective January 1, 2008.
10.b	Polaris Industries Inc. Long Term Incentive Plan, as amended and restated effective January 1, 2008.
10.c	Polaris Industries Inc. Supplemental Retirement/Savings Plan, as amended and restated effective January 1, 2008.
10.d	Polaris Industries Inc. Deferred Compensation Plan for Directors, as amended and restated effective January 1, 2008.
10.e	Amendment dated October 31, 2007 to Employment Agreement dated January 18, 2007 by and between the Company and Thomas C. Tiller.
10.f	Form of Amendment to Change in Control Agreement entered into with executive officers of the Company.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: October 31, 2007

POLARIS INDUSTRIES INC.
 

/s/ Michael W. Malone  

Michael W. Malone 

Vice President – Finance, Chief Financial Officer and Secretary of Polaris Industries Inc. 

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EXHIBIT INDEX

Exhibit
Number	Description
10.a	Polaris Industries Inc. Senior Executive Annual Incentive Compensation Plan, as amended and restated effective January 1, 2008.
10.b	Polaris Industries Inc. Long Term Incentive Plan, as amended and restated effective January 1, 2008.
10.c	Polaris Industries Inc. Supplemental Retirement/Savings Plan, as amended and restated effective January 1, 2008.
10.d	Polaris Industries Inc. Deferred Compensation Plan for Directors, as amended and restated effective January 1, 2008.
10.e	Amendment dated October 31, 2007 to Employment Agreement dated January 18, 2007 by and between the Company and Thomas C. Tiller.
10.f	Form of Amendment to Change in Control Agreement entered into with executive officers of the Company.

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EX-10.A

Exhibit 10. a

POLARIS INDUSTRIES INC.
SENIOR EXECUTIVE
ANNUAL INCENTIVE COMPENSATION PLAN

As Amended and Restated
Effective January 1, 2008

1.

Purpose. The Polaris Industries Inc. Senior Executive Annual Incentive Compensation Plan is intended to provide incentives for Eligible Senior Executives to attain and maintain the highest standards of performance, to attract and retain key executives of outstanding competence and ability, to stimulate the active interest of key executives in the development and financial success of the Company, to further align the identity of interests of employees with those of the Company’s shareholders generally and to reward executives for outstanding performance when certain objectives are achieved. This amendment and restatement of the Plan is effective as of January 1, 2008.

2.

Definitions. As used herein, the terms set forth below shall have the following respective meanings:

(a)	“Board” means the Board of Directors of the Company.
(b)	“Business Criteria” means the business criteria listed in Section 6 of this Plan.
(c)	“Code” means the Internal Revenue Code of 1986, as amended from time to time.
(d)	“Committee” means the Committee appointed by the Board to administer the Plan. The Committee shall be constituted at all times so as to meet the outside director requirements of Section 162(m) of the Code.
(e)	“Company” means Polaris Industries Inc., a Minnesota corporation and its successors and assigns.
(f)	“Effective Date” means January 1, 2004.
(g)	“Eligible Senior Executive” means any senior executive employee of the Company designated by the Committee as an Eligible Senior Executive.
(h)	“Incentive Compensation Award” means an incentive compensation award payable under this Plan.
(i)	“Incentive Compensation Award Period” means, with respect to an Incentive Compensation Award, as determined by the Committee, the calendar year beginning on or after the Effective Date with respect to which such Incentive Compensation Award is to be determined. It is expressly intended that any particular calendar year may be included in the Incentive Compensation Award Period of multiple Incentive Compensation Awards.

(j)	“Participant” means, with respect to an Incentive Compensation Award Period, the Eligible Senior Executives selected by the Committee to be eligible to receive an Incentive Compensation Award for such Incentive Compensation Award Period as provided in Section 5 of this Plan.
(k)	“Performance Objective” means the performance objective or objectives established pursuant to Section 5 of the Plan.
(l)	“Plan” means the Polaris Industries Inc. Senior Executive Annual Incentive Compensation Plan, as it may be amended from time to time.

3.	Administration. The Committee shall interpret the Plan, prescribe, amend, and rescind rules relating to it, select eligible Participants, and take all other actions necessary for its administration, which actions shall be final and binding upon all Participants. To the extent permitted by law, all members of the Board of Directors, including the members of the Committee, shall be indemnified and held harmless by the Company with respect to any loss, cost, liability or expense that may be reasonably incurred in connection with any claim, action, suit or proceeding which arises by reason of any act or omission under the Plan so long as such act or omission is taken in good faith and within the scope of the authority delegated herein.
4.	Compliance with Sections 162(m) and 409A. The Plan shall be administered to comply with Sections 162(m) and 409A of the Code and regulations promulgated thereunder, and if any Plan provision is found not to be in compliance with Sections 162(m) or 409A of the Code, the provision shall be deemed modified as necessary to meet the requirements of Sections 162(m) and 409A of the Code.
5.	Selection of Participants and Performance Objective. Prior to the commencement of each Incentive Compensation Award Period, or at such later time as permitted by Section 162(m) of the Code and regulations thereunder, the Committee shall determine in writing (i) the Participants who shall be eligible to receive an Incentive Compensation Award for such Incentive Compensation Award Period, (ii) the Performance Objective, which shall consist of any one or more of the Business Criteria, and (iii) the formula for computing the amount of the Incentive Compensation Award payable to each Participant if the Performance Objective is achieved, which formula shall comply with the requirements applicable to performance-based compensation plans under Section 162(m) of the Code. The amount of an Incentive Compensation Award may be denominated in cash and/or in shares of the Company’s common stock, provided that all amounts paid under the Plan shall be in cash.
6.	Business Criteria. The Business Criteria will include specified levels of one or more of the following:

Operating Income	Net Income
Pre-Tax Income	Customer Retention
Cash Flow	Return on Investment

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Return on Capital	Revenue
Return on Equity	Revenue Growth
Return on Assets	Total Shareholder Return
Return on Sales	Stock Price
Expense Targets	Market Share
Customer Satisfaction	Productivity Targets
Sales	Earnings Per Share
Sales Growth	Earnings Per Share Growth
	Economic Value Added

The above terms shall have the same meaning as in the Company’s financial statements, or if the terms are not used in the Company’s financial statements, as applied pursuant to generally accepted accounting principles, or as used in the Company’s industry, as applicable. As determined by the Committee, the Business Criteria shall be applied (i) in absolute terms or relative to one or more other companies or indices and (ii) to a business unit, geographic region, one or more separately incorporated entities, or the Company as a whole.

7.	Incentive Compensation Award Certification. The Committee shall certify in writing prior to payment of the Incentive Compensation Award that the Performance Objective has been attained and the Incentive Compensation Award is payable. With respect to Committee certification, approved minutes of the meeting in which the certification is made shall be treated as written certification.
8.	Maximum Incentive Compensation Award Payable. The maximum amount payable with respect to an Incentive Compensation Award to any Participant is $2,500,000.
9.	Extraordinary or Unusual Events. The Committee may, in its discretion, disregard the impact of any extraordinary or unusual event (in accordance with generally accepted accounting procedures) in determining whether a Performance Objective has been obtained or may make appropriate adjustments in any Performance Objective to reflect such extraordinary or unusual event.
10.	Discretion to Reduce Awards. The Committee, in its sole and absolute discretion, may reduce the amount of any award otherwise payable to a Participant.
11.	Active Employment Requirement. Except as provided below, an Incentive Compensation Award shall be paid for an Incentive Compensation Award Period only to a Participant who is actively employed by the Company (or on approved vacation or other approved leave of absence) throughout the Incentive Compensation Award Period and who is employed by the Company on the date the Incentive Compensation Award is paid. To the extent consistent with the deductibility of awards under Section 162(m) of the Code and regulations thereunder, the Committee may in its sole discretion grant an Incentive Compensation Award for the Incentive Compensation Award Period to a Participant who is first employed or who is promoted to a position eligible to become a Participant under this Plan during the Incentive Compensation Award Period, or whose employment is terminated during the Incentive Compensation Award Period because of the Participant’s retirement under the Company’s 401(k) plan, death, or because of

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	disability as defined in Section 22(e)(3) of the Code. In such cases of active employment for part of an Incentive Compensation Award Period, a pro rata Incentive Compensation Award may be paid for the Incentive Compensation Award Period.
12.	Payment and Deferrals of Incentive Compensation Award.
	An Incentive Compensation Award shall be paid to the Participant for the Incentive Compensation Award Period as provided in this Plan. The Company shall pay the Incentive Compensation Award to the Participant in such form as the Committee may determine and at such time as the Committee may determine after the Committee certifies that the Incentive Compensation Award is payable as provided in Section 7, but no later than March 15th of the year following the year in which the Incentive Compensation Award Period ends. In the event of the Participant’s death, any Incentive Compensation Award shall be paid to the Participant’s spouse or, if there is no surviving spouse, the Participant’s estate. Payments under this Section shall operate as a complete discharge of the Committee and the Company. The Company shall deduct from any Incentive Compensation Award paid under the Plan the amount of any taxes required to be withheld by the federal or any state or local government.
	The Committee may, in its sole and absolute discretion, permit an Eligible Senior Executive who is entitled to receive an Incentive Compensation Award to elect to defer receipt of such Incentive Compensation Award in accordance with the terms of the Polaris Industries Inc.Supplemental Retirement/Savings Plan.
13.	Shareholder Approval. No Incentive Compensation Award shall be payable under this Plan unless the Plan is disclosed to and approved by the shareholders of the Company in accordance with Section 162(m) of the Code and regulations thereunder.
14.	Limitation of Rights. Nothing in this Plan shall be construed to (a) give any employee of the Company any right to be awarded any Incentive Compensation Award other than that set forth herein, as determined by the Committee; (b) give a Participant any rights whatsoever with respect to shares of common stock of the Company; (c) limit in any way the right of the Company to terminate an employee’s employment with the Company at any time for any reason or no reason; (d) give a Participant or any other person any interest in any fund or in any specific asset or assets of the Company; or (e) be evidence of any agreement or understanding, express or implied, that the Company will employ an employee in any particular position or at any particular rate of remuneration.
15.	Non-Exclusive Arrangement. The adoption and operation of this Plan shall not preclude the Board or the Committee from approving other short-term incentive compensation arrangements for the benefit of individuals who are Participants hereunder as the Board or Committee, as the case may be, deems appropriate and in the best interests of the Company.
16.	Nonassignment. The right of a Participant to the payment of any Incentive Compensation Award under the Plan may not be assigned, transferred, pledged, or encumbered, nor

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	shall such right or other interests be subject to attachment, garnishment, execution, or other legal process.
17.	Amendment or Termination of the Plan. The Board may amend or terminate the Plan at any time, except that no amendment or termination shall be made that would impair the rights of any Participant to an Incentive Compensation Award that would be payable were the Participant to terminate employment on the effective date of such amendment or termination, unless the Participant consents to such amendment or termination. The Plan shall automatically terminate on January 1, 2009 unless sooner terminated by action of the Board or extended with the approval of the Board and the Company’s shareholders.
18.	Governing Law. The validity, construction, interpretation, administration and effect of the Plan and of its rules and regulations, and rights relating to the Plan, shall be determined solely in accordance with the laws of the State of Minnesota, other than the conflict of law provisions of such laws.

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EX-10.B

Exhibit 10. b

POLARIS INDUSTRIES INC.
LONG TERM INCENTIVE PLAN

As Amended and Restated
Effective January 1, 2008

1. Purpose. The Polaris Industries Inc. Long Term Incentive Plan is intended to increase incentives for Eligible Employees to attain and maintain the highest standards of performance, to attract and retain key executives of outstanding competence and ability, to stimulate the active interest of key executives in the development and financial success of the Company, to further the identity of interests of employees with those of the Company’s shareholders generally and to reward executives for outstanding performance when certain objectives are achieved. This amendment and restatement of the Plan is effective as of January 1, 2008.

2. Definitions. As used herein, the terms set forth below shall have the following respective meanings:

(a)	“Board” means the Board of Directors of the Company.
(b)	“Business Criteria” means the business criteria listed in Section 6 of this Plan.
(c)	“Code” means the Internal Revenue Code of 1986, as amended from time to time.
(d)	“Committee” means the Committee appointed by the Board to administer the Plan. The Committee shall be constituted at all times so as to meet the outside director requirements of Section 162(m) of the Code.
(e)	“Company” means Polaris Industries Inc., a Minnesota corporation, and its successors and assigns.
(f)	“Effective Date” means January 1, 2004.
(g)	“Eligible Employee” means any employee of the Company designated by the Committee as an Eligible Employee.
(h)	“Incentive Compensation Award” means an incentive compensation award payable under this Plan.
(i)	“Incentive Compensation Award Period” means, with respect to an Incentive Compensation Award, as determined by the Committee, the three consecutive calendar years beginning on or after the Effective Date with respect to which such Incentive Compensation Award is to be paid.
(j)	“Participant” means, with respect to an Incentive Compensation Award Period, the Eligible Employees selected by the Committee to be eligible to receive an Incentive Compensation Award for such Incentive Compensation Award Period as provided in Section 5 of this Plan.

(k)	“Performance Objective” means the performance objective or objectives established pursuant to Section 5 of the Plan.
(l)	“Plan” means the Polaris Industries Inc. Long Term Incentive Plan, as it may be amended from time to time.

3. Administration. The Committee shall interpret the Plan, prescribe, amend, and rescind rules relating to it, select eligible Participants, and take all other actions necessary for its administration, which actions shall be final and binding upon all Participants. To the extent permitted by law, all members of the Board of Directors, including the members of the Committee, shall be indemnified and held harmless by the Company with respect to any loss, cost, liability or expense that may be reasonably incurred in connection with any claim, action, suit or proceeding which arises by reason of any act or omission under the Plan so long as such act or omission is taken in good faith and within the scope of the authority delegated herein.

4. Compliance with Sections 162(m) and 409A. The Plan shall be administered to comply with Sections 162(m) and 409A of the Code and regulations promulgated thereunder, and if any Plan provision is found not to be in compliance with Sections 162(m) and 409A of the Code, the provision shall be deemed modified as necessary to meet the requirements of Sections 162(m) and 409A of the Code.

5. Selection of Participants and Performance Objective. Prior to the commencement of each Incentive Compensation Award Period, or at such later time as permitted by Section 162(m) of the Code and regulations thereunder, the Committee shall determine in writing (i) the Participants who shall be eligible to receive an Incentive Compensation Award for such Incentive Compensation Award Period, (ii) the Performance Objective, which shall consist of any one or more of the Business Criteria, and (iii) the formula for computing the amount of the Incentive Compensation Award payable to each Participant if the Performance Objective is achieved, which formula shall comply with the requirements applicable to performance-based compensation plans under Section 162(m) of the Code. The amount of an Incentive Compensation Award payable to a Participant may be denominated in cash and, pursuant to terms established by the Committee, at the election of a Participant may be adjusted to reflect changes in the market price of the Company’s common stock during an Incentive Compensation Award Period, provided that all amounts paid under the Plan shall be paid in cash.

6. Business Criteria. The Business Criteria will include specified levels of one or more of the following:

Operating Income	Net Income
Pre-Tax Income	Customer Retention
Cash Flow	Return on Investment
Return on Capital	Revenue
Return on Equity	Revenue Growth
Return on Assets	Total Shareholder Return

2

Return on Sales	Stock Price
Expense Targets	Market Share
Customer Satisfaction	Productivity Targets
Sales	Earnings Per Share
Sales Growth	Earnings Per Share Growth
	Economic Value Added

The above terms shall have the same meaning as in the Company’s financial statements, or if the terms are not used in the Company’s financial statements, as applied pursuant to generally accepted accounting principles, or as used in the Company’s industry, as applicable. As determined by the Committee, the Business Criteria shall be applied (i) in absolute terms or relative to one or more other companies or indices and (ii) to a business unit, geographic region, one or more separately incorporated entities, or the Company as a whole).

7. Incentive Compensation Award Certification. The Committee shall certify in writing prior to payment of the Incentive Compensation Award that the Performance Objective has been attained and the Incentive Compensation Award is payable. With respect to Committee certification, approved minutes of the meeting in which the certification is made shall be treated as written certification.

8. Maximum Incentive Compensation Award Payable. The maximum amount payable with respect to an Incentive Compensation Award to any Participant is 200% of such Participant’s base salary (up to a maximum of base salary of $1,000,000).

9. Extraordinary or Unusual Events. The Committee may, in its discretion, disregard the impact of any extraordinary or unusual event (in accordance with generally accepted accounting procedures) in determining whether a Performance Objective has been obtained or may make appropriate adjustments in any Performance Objective to reflect such extraordinary or unusual event.

10. Discretion to Reduce Awards. The Committee, in its sole and absolute discretion, may reduce the amount of any award otherwise payable to a Participant.

11. Active Employment Requirement. Except as provided below, an Incentive Compensation Award shall be paid for an Incentive Compensation Award Period only to a Participant who is actively employed by the Company (or on approved vacation or other approved leave of absence) throughout the Incentive Compensation Award Period and who is employed by the Company on the date the Incentive Compensation Award is paid. To the extent consistent with the deductibility of awards under Section 162(m) of the Code and regulations thereunder, the Committee may in its sole discretion grant an Incentive Compensation Award for the Incentive Compensation Award Period to a Participant who is first employed or who is promoted to a position eligible to become a Participant under this Plan during the Incentive Compensation Award Period, or whose employment is terminated during the Incentive Compensation Award Period because of the Participant’s retirement under the Company’s 401(k) plan, death, or because of disability as defined in Section 22(e)(3) of the Code. In such cases of active employment for part of an Incentive

3

 Compensation Award Period, a pro rata Incentive Compensation Award may be paid for the Incentive Compensation Award Period.

12. Payment and Deferrals of Incentive Compensation Award. An Incentive Compensation Award shall be paid to the Participant for the Incentive Compensation Award Period as provided in this Plan. The Company shall pay the Incentive Compensation Award to the Participant in such form as the Committee may determine and at such time as the Committee may determine after the Committee certifies that the Incentive Compensation Award is payable as provided in Section 7, but no later than March 15^th of the year following the year in which the Incentive Compensation Award Period ends. In the event of the Participant’s death, any Incentive Compensation Award shall be paid to the Participant’s spouse or, if there is no surviving spouse, the Participant’s estate. Payments under this Section shall operate as a complete discharge of the Committee and the Company. The Company shall deduct from any Incentive Compensation Award paid under the Plan the amount of any taxes required to be withheld by the federal or any state or local government.

The Committee may, in its sole and absolute discretion, permit a Participant elect to defer receipt of such Incentive Compensation Award in accordance with the terms of the Polaris Industries Inc. Supplemental Retirement/Savings Plan.

13. Shareholder Approval. No Incentive Compensation Award shall be payable under this Plan unless the Plan is disclosed to and approved by the shareholders of the Company in accordance with Section 162(m) of the Code and regulations thereunder.

14. Limitation of Rights. Nothing in this Plan shall be construed to (a) give any employee of the Company any right to be awarded any Incentive Compensation Award other than that set forth herein, as determined by the Committee; (b) give a Participant any rights whatsoever with respect to shares of common stock of the Company; (c) limit in any way the right of the Company to terminate an employee’s employment with the Company at any time for any reason or no reason; (d) give a Participant or any other person any interest in any fund or in any specific asset or assets of the Company; or (e) be evidence of any agreement or understanding, express or implied, that the Company will employ an employee in any particular position or at any particular rate of remuneration.

15. Non-Exclusive Arrangement. The adoption and operation of this Plan shall not preclude the Board or the Committee from approving other short-term incentive compensation arrangements for the benefit of individuals who are Participants hereunder as the Board or Committee, as the case may be, deems appropriate and in the best interests of the Company.

16. Nonassignment. The right of a Participant to the payment of any Incentive Compensation Award under the Plan may not be assigned, transferred, pledged, or encumbered, nor shall such right or other interests be subject to attachment, garnishment, execution, or other legal process.

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17. Amendment or Termination of the Plan. The Board may amend or terminate the Plan at any time, except that no amendment or termination shall be made that would impair the rights of any Participant to an Incentive Compensation Award that would be payable were the Participant to terminate employment on the effective date of such amendment or termination, unless the Participant consents to such amendment or termination. The Plan shall automatically terminate on January 1, 2009 unless sooner terminated by action of the Board or extended with the approval of the Board and the Company’s shareholders.

18. Governing Law. The validity, construction, interpretation, administration and effect of the Plan and of its rules and regulations, and rights relating to the Plan, shall be determined solely in accordance with the laws of the State of Minnesota, other than the conflict of law provisions of such laws.

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EX-10.C

Exhibit 10. c

POLARIS INDUSTRIES INC.

SUPPLEMENTAL RETIREMENT/SAVINGS PLAN

Effective July 1, 1995
As Amended and Restated Effective January 1, 2008

POLARIS INDUESTRIES

SUPPLEMENTAL RETIREMENT/SAVINGS PLAN

Effective July 1, 1995

As Amended and Restated Effective January 1, 2008

TABLE OF CONTENTS

			Page
ARTICLE 1. DEFINITIONS				1
				1
	1.1	“Account”		1
	1.2	“Additional Credits”		1
	1.3	“Administrator”		1
	1.4	“Affiliated Company”		1
	1.5	“Board of Directors”		1
	1.6	“Bonus Plan”		1
	1.7	“Change of Control”		2
	1.8	“Code”		2
	1.9	“Committee”		2
	1.10	“Compensation”		2
	1.11	“Compensation Plans”		2
	1.12	“Corporation”		2
	1.13	“Corporation Voting Securities”		2
	1.14	“Deferrals”		2
	1.15	“Deferral Agreement”		2
	1.16	“Deferral Percentage”		2
	1.17	“Distribution Option(s)”		2
	1.18	“Effective Date”		2
	1.19	“Eligible Executive”		3
	1.20	“Exchange Act”		3
	1.21	“LTIP”		3
	1.22	“Member”		3
	1.23	“Participating Company”		3
	1.24	“Plan”		3
	1.25	“Plan Sponsor”		3
	1.26	“Savings Plan”		3
	1.27	“Valuation Date”		3
ARTICLE 2. MEMBERSHIP AND DEFERRAL AGREEMENTS				3
	2.1	In General		3
	2.2	Modification of Initial Deferral Agreement		4
	2.3	Termination of Membership; Re-employment		4

			Page
ARTICLE	3.	DEFERRALS		5
	3.1	Filing Requirements		5
	3.2	Deferral Agreement		5
	3.3	Crediting of Deferrals		5
	3.4	Changing Deferrals		6
	3.5	Certain Additional Credits		6
	3.6	Timing of Deferral Elections		6
ARTICLE 4. MAINTENANCE OF ACCOUNTS				7
	4.1	Accounts		7
	4.2	Deemed Investments		7
	4.3	Statement of Accounts		7
	4.4	Vesting of Account		7
ARTICLE 5. PAYMENT OF BENEFITS				7
	5.1	Commencement of Payment		7
	5.2	Method of Payment		8
	5.3	Unforeseeable Emergency		9
	5.4	Designation of Beneficiary		9
	5.5	Status of Account Pending Distribution		10
	5.6	Change of Control		10
ARTICLE 6. AMENDMENT OR TERMINATION				10
	6.1	Right to Terminate		10
	6.2	Right to Amend		10
	6.3	Uniform Action		11
ARTICLE 7. GENERAL PROVISIONS				11
	7.1	No Funding		11
	7.2	No Contract of Employment		11
	7.3	Withholding Taxes		11
	7.4	Nonalienation		11
	7.5	Administration		11
	7.6	Construction		12

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INTRODUCTION

          This Polaris Industries Inc. Supplemental Retirement/Savings Plan (the “Plan”) originally became effective July 1, 1995. On December 31, 1996, Polaris Industries Inc., a Delaware limited partnership, and the original sponsor of the Plan, was merged with and into Polaris Industries Inc., a Delaware corporation, which then became the new sponsor of the Plan. The Plan was amended effective December 31, 1996 to reflect that merger.

          The Plan is hereby amended and restated in its entirety effective as of January 1, 2008. This restatement of the Plan is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended.

          This Plan is generally intended to provide certain executives who participate in the Polaris Industries Inc. 401(k) Retirement/Savings Plan (the “Savings Plan”), the Polaris Industries Inc. Senior Executive Annual Compensation Plan (the “Bonus Plan”) and/or the Polaris Industries Inc. Long Term Incentive Plan (the “LTIP” and, together with the Savings Plan and the Bonus Plan, collectively the “Compensation Plans”) with an opportunity to defer a portion of their compensation until their retirement or other termination of employment and to have employer contributions credited as if such employee contributions had been made under the Savings Plan in order to restore contributions lost because of the application of Section 401(a)(17) of the Internal Revenue Code of 1986, as amended, to the Savings Plan. The Plan is unfunded and is maintained by Polaris Industries Inc. and Affiliated Companies and their respective successors primarily for the purpose of providing deferred compensation for a select group of management or highly-compensated employees.

ARTICLE 1. DEFINITIONS

     1.1 “Account” shall mean the bookkeeping account maintained for each Member to record his Deferrals and Additional Credits, as adjusted pursuant to Article 4. The Administrator may establish such sub-accounts within a Member’s Account as it deems necessary to implement the provisions of the Plan.

     1.2 “Additional Credits” shall mean amounts credited to the Account of a Member pursuant to Section 3.5.

     1.3“Administrator” shall mean the Plan Sponsor.

     1.4 “Affiliated Company” shall mean the Corporation and any corporation, partnership or other entity directly or indirectly controlled by the Corporation.

     1.5 “Board of Directors” or “Board” shall mean the Board of Directors of the Corporation.

     1.6 “Bonus Plan” shall mean the Polaris Industries Inc. Senior Executive Annual Compensation Plan.

     1.7 “Change of Control” shall mean any of the following:

(a) Any election has occurred of persons to the Board of Directors that causes at least one-half of the Board of Directors to consist of persons other than (i) persons who were members of the Board of Directors on July 1, 1995 and (ii) persons who were nominated for election by the Board of Directors as members of the Board of Directors at a time when more than one-half of the members of the Board of Directors consisted of persons who were members of the Board of Directors on July 1, 1995; provided, however, that any person nominated for election by the Board of Directors at a time when at least one-half of the members of the Board of Directors were persons described in clauses (i) and/or (ii) or by persons who were themselves nominated by such Board of Directors shall, for this purpose, be deemed to have been nominated by a Board of Directors composed of persons described in clause (i) (persons described or deemed described in clauses (i) and/or (ii) are referred to herein as “Incumbent Directors”); or

(b) The acquisition in one or more transactions, other than from the corporation, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of a number of Corporation Voting Securities equal to or greater than 35% of Corporation Voting Securities unless such acquisition has been approved by the Incumbent Directors as an acquisition not constituting a Change in Control for purposes hereof; or

(c) A sale or other disposition of all or substantially all of the assets of the Corporation unless, following such sale or disposition, at least one-half of the Board of Directors of the transferee consists of Incumbent Directors.

Notwithstanding the foregoing, no event will constitute a Change of Control unless such event is a change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the Corporation within the meaning of Section 409A(2)(A)(v) of the Code and the regulations thereunder.

     1.8 “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

     1.9 “Committee” shall mean the Compensation Committee of the Board of Directors.

     1.10 “Compensation” shall mean the compensation of an Eligible Executive as defined for purposes of the Savings Plan, determined prior to any Deferrals under Article 3, to the extent that such compensation exceeds the limit on compensation imposed by Section 401(a)(17) of the Code. “Compensation” shall also include Incentive Compensation Awards (as defined in the Bonus Plan and LTIP) payable under the Bonus Plan and/or the LTIP.

     1.11 “Compensation Plans” shall mean, collectively, the Savings Plan, Bonus Plan and LTIP.

     1.12 “Corporation” shall mean Polaris Industries Inc., a Minnesota corporation, and any successor thereto by merger, purchase or otherwise.

     1.13 “Corporation Voting Securities” shall mean the combined voting power of all outstanding voting securities of the Corporation entitled to vote generally in the election of the Board of Directors.

     1.14 “Deferrals” shall mean the amounts credited to a Member’s Account under Section 3.3.

     1.15 “Deferral Agreement” shall mean a completed agreement between an Eligible Executive and a Participating Company of which he is an employee under which the Eligible Executive agrees to defer Compensation under the Plan. The Deferral Agreement shall be on a form prescribed by the Plan Sponsor and shall include any amendments, attachments or appendices.

     1.16 “Deferral Percentage” shall mean a percentage of an Eligible Executive’s Compensation elected in a Deferral Agreement, pursuant to Section 3.1 hereof, and shall be a whole percentage not in excess of five percent (5%) or such other percentage as the Committee may determine from time to time.

     1.17 “Distribution Option(s)” shall mean the election by the Member of the event triggering the commencement of distribution and the method of distribution. Distribution Option elections shall be made on the Eligible Executive’s initial Deferral Agreement.

     1.18 “Effective Date” shall mean July 1, 1995 or with respect to the Eligible Executives of a company which adopts the Plan, the date such company becomes a Participating Company.

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     1.19 “Eligible Executive” shall mean an employee of a Participating Company whose annual Compensation is in excess of the limitation in effect under Section 401(a)(17) of the Code; provided, however, only those employees considered to be a select group of management or highly compensated shall be Eligible Executives under this Plan.

     1.20 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

     1.21 “LTIP” shall mean the Polaris Industries Inc. Long Term Incentive Plan.

     1.22 “Member” shall mean, except as otherwise provided in Article 2, each Eligible Executive who has executed an initial Deferral Agreement as described in Section 2.1.

     1.23 “Participating Company” shall mean the Corporation, the Plan Sponsor and any other Affiliated Company which is designated for participation in the Plan in accordance with Section 7.5(b).

     1.24 “Plan” shall mean this Polaris Industries Inc. Supplemental Retirement/Savings Plan, as amended from time to time.

     1.25 “Plan Sponsor” shall mean Polaris Industries Inc., a Delaware corporation and a wholly owned subsidiary of the Corporation, and any successor thereto by merger, purchase or otherwise.

     1.26 “Savings Plan” shall mean the Polaris Industries Inc. 401(k) Retirement/Savings Plan, as amended from time to time.

     1.27 “Valuation Date” shall mean each of the valuation dates under the Savings Plan and the date on which payment of an Incentive Compensation Award (as defined in the Bonus Plan and the LTIP) under the Bonus Plan and/or LTIP would otherwise be made under the terms of the Bonus Plan and/or LTIP, but for a Deferral of such Incentive Compensation Award hereunder.

ARTICLE 2. MEMBERSHIP AND DEFERRAL AGREEMENTS

     2.1 In General:

(a) An Eligible Executive shall become a Member as of the date he files his initial Deferral Agreement with the Administrator. However, such Deferral Agreement shall be effective for purposes of deferring Compensation only as provided in Article 3.

(b) A Deferral Agreement shall be in writing and properly completed upon a form approved by the Administrator, which shall be the sole judge of the proper completion thereof. Such Agreement shall provide for the deferral of Compensation, shall specify the Distribution Options, and may include such other provisions as the Administrator deems appropriate. A Member’s Deferral Agreement may provide for separate Deferral elections with respect to the Member’s base pay and with respect to Compensation under the Bonus Plan

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and/or the LTIP. A Deferral Agreement shall not be revoked or modified with respect to the allocation of prior deferrals. Distribution Options elected may not be modified or revoked except as provided in Section 5.1.

(c) As a condition for membership the Administrator may require such other information as it deems appropriate.

(d) A Member’s Deferral Agreement shall be effective with respect to Compensation earned under the Bonus Plan and/or the LTIP for a year only to the extent the Corporation permits Deferral of such Compensation for such year.

     2.2 Modification of Initial Deferral Agreement: A Member may elect to change, modify or revoke a Deferral Agreement as follows:

(a) A Member may change the rate of his Deferrals, as provided in Article 3. A Member shall suspend his Deferrals in the event of a distribution pursuant to an unforeseeable emergency or in the event of a distribution from the Savings Plan, as provided in Article 3.

(b) A Member may change the event entitling him to distribution, as designated on his election of Distribution Options, as provided in Section 5.1(b)(i).

     2.3 Termination of Membership; Re-employment:

(a) Membership shall cease upon a Member’s termination of employment. Membership shall be continued during a leave of absence approved by the Eligible Executive’s Participating Company.

(b) Upon re-employment as an Eligible Executive, a former Member may become a Member again as follows:

(i)

in the case of a former Member who prior to reemployment received the balance in his Account, by executing a Deferral Agreement under Section 2.1 as though for all purposes of the Plan the Affiliated Companies had never employed the former Member; or

(ii)

in the case of a former Member who prior to reemployment did not receive the balance in his Account, by executing a Deferral Agreement under Section 2.1; provided that such former Member was not eligible to participate in the Plan at any time during the 24-month period ending on the date the Member again becomes eligible to participate in the Plan. Otherwise, such former Member may again become a Member by executing a Deferral Agreement under Section 2.1, which such Deferral Agreement shall not become effective: (A) with respect to base pay, until the first day of the calendar year next following the Member’s reemployment;

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or (B) with respect to Compensation earned under the Bonus Plan and/or the LTIP that meets the requirements of Section 3.6(a), the date set forth in Section 3.6(a).

ARTICLE 3. DEFERRALS

     3.1 Filing Requirements:

(a) An individual who is an Eligible Executive immediately prior to the Effective Date may file a Deferral Agreement with the Administrator, within such period prior to the Effective Date and in such manner as the Administrator may prescribe.

(b) An individual who becomes an Eligible Executive on or after the Effective Date may file a Deferral Agreement with the Administrator during the 30-day period beginning on the date he first becomes an Eligible Executive, or, in the case of Compensation earned under the Bonus Plan and/or the LTIP that meets the requirements of Section 3.6(a), no later than the date set forth in Section 3.6(a), in such manner as the Administrator may prescribe. Such Deferral Agreement shall be effective with respect to Compensation earned after the Deferral Agreement is filed with the Administrator.

(c) An Eligible Executive who fails to file a Deferral Agreement with the Administrator as provided in Sections 3.1(a) and 3.1(b) may file a Deferral Agreement in any subsequent month of December for the next calendar year, or, with respect to Compensation earned under the Bonus Plan and/or the LTIP that meets the requirements of Section 3.6(a), at any time prior to the date set forth in Section 3.6(a).

     3.2 Deferral Agreement: An Eligible Executive’s Deferral Agreement shall authorize a reduction in his Compensation with respect to his Deferrals under the Plan. The Agreement shall be effective for payroll periods beginning on or after the later of: (a) the Effective Date; or (b) the first day of the month following the date the Deferral Agreement is filed with the Administrator in accordance with Section 3.1. Paychecks applicable to said payroll periods shall be reduced accordingly.

     3.3 Crediting of Deferrals:

(a) On each Valuation Date following the effective date of an Eligible Executive’s Deferral Agreement, his Account shall be credited with an amount of Deferral, if any, for each payroll period ending within the month in which such Valuation Date occurs, as he elects in his Deferral Agreement.

(b) An Eligible Executive shall not be entitled to make Deferrals on or after attaining the age, if any, which he has designated under Section 5.1(a) for the purpose of commencing distribution of his Account.

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     3.4 Changing Deferrals:

(a) An Eligible Executive’s election on his Deferral Agreement of the rate at which he authorizes Deferrals under the Plan shall remain in effect in subsequent calendar years unless he files with the Administrator an amendment to his Deferral Agreement modifying or revoking such election. With respect to the Deferral of base pay, the amendment shall be filed by December 31 and shall be effective for payroll periods beginning on or after the following January 1. With respect to a Deferral of Compensation under the Bonus Plan and/or the LTIP that meets the requirements of Section 3.6(a), the Deferral may be filed at any time prior to the date set forth in Section 3.6(a).

(b) Notwithstanding Section 3.4(a), in the event a Member receives a withdrawal pursuant to Section 5.3 due to an unforeseeable emergency or a financial hardship withdrawal from the Savings Plan, the Member’s Deferrals under this Plan shall be suspended for the remainder of the calendar year in which such withdrawal or distribution occurs. The Administrator shall resume his Deferrals with respect to payroll periods beginning on or after the January 1 following the date of suspension, in a time and manner determined by the Administrator; provided, that the Administrator shall approve such resumption only if the Administrator determines that the Eligible Executive is no longer subject to the unforeseeable emergency or incurring the financial hardship.

     3.5 Certain Additional Credits: On each Valuation Date, there shall be credited to the Account of an Eligible Executive Additional Credits in an amount equal to the Deferrals credited to such Eligible Executive’s Account since the immediately preceding Valuation Date; provided, however, that the Committee shall have the authority and discretion to establish for any particular time period such other formula for determining Additional Credits as it deems appropriate.

     3.6 Timing of Deferral Elections: All elections with respect to Deferral of Compensation awarded under the Bonus Plan or LTIP must be filed no later than:

(a) If such Compensation meets the requirements for “performance-based compensation” within the meaning of Treasury Regulation Section 1.409A-1(e), six months prior to the end of the Incentive Compensation Award Period (as defined in the LTIP and Bonus Plan) with respect to which such Compensation is paid; or

(b) If such Compensation does not meet the requirements for “performance-based compensation” within the meaning of Treasury Regulation Section 1.409A- 1(e), the last day of the year prior to the first year of the Incentive Compensation Award Period (as defined in the LTIP and Bonus Plan) with respect to which such Compensation is paid.

          In either case (i) or (ii) above, such election shall become irrevocable as of the date which is six months prior to the end of the Incentive Compensation Award Period (as

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defined in the LTIP and Bonus Plan) or the last day of the year prior to the first year of such period, as applicable. Notwithstanding the foregoing, in the case of an election with respect to the payment of Compensation that meets the requirements for “performance-based compensation” within the meaning of Treasury Regulation Section 1.409A-1(e), no election to defer payment of an such Compensation may be made after the amount of such Compensation becomes readily ascertainable, and the Member must be continuously employed from the later of the beginning of the Incentive Compensation Award Period (as defined in the LTIP and Bonus Plan) or the date the Business Criteria (as defined in the LTIP and Bonus Plan) applicable to such Compensation are established, to the date of the election under this Section 3.6.

ARTICLE 4. MAINTENANCE OF ACCOUNTS

     4.1 Accounts: An Account shall be established for each Member. As of each Valuation Date, each Member’s Account shall be credited with deemed investment earnings and losses pursuant to Section 4.2.

     4.2 Deemed Investments: Each Member’s Account shall be deemed to be invested in the same manner as such Member’s account under the Savings Plan is invested; provided, however, that for any periods of time during which a Member does not have an account under the Savings Plan, the rate of deemed investment earnings shall be determined by the Committee. As of each Valuation Date, deemed investment earnings and losses shall be applied to each Member’s Account based upon the performance of the applicable investment funds under the Savings Plan.

     4.3 Statement of Accounts: A statement will be sent to each Member as to the balance of his Account at least once each calendar year.

     4.4 Vesting of Account: Each Member shall at all times be fully vested in his Account.

ARTICLE 5. PAYMENT OF BENEFITS

     5.1 Commencement of Payment:

(a) The distribution of the Member’s or former Member’s Account shall commence, pursuant to Section 5.2, on or after the occurrence of (i), (ii), (iii) or (iv) below, as designated by the Member as part of his Distribution Option election:

(i)	either the date of the Member’s separation from service (within the meaning of Section 409A of the Code and the regulations thereunder) with the Affiliated Companies for any reason, whether with or without cause, or the first anniversary of such date,
(ii)	attainment of a designated age not earlier than age 59-1/2 nor later than age 70-1/2,

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(iii)	the earlier of (i) or (ii) above, or
(iv)	the later of (i) or (ii) above.

In the event a Member elects either (ii) or (iii) above, he may not elect an age less than three (3) years subsequent to his current age. A Member or former Member shall not change his Distribution Option election of the designation of the event which entitles him to distribution of his Account, except as provided in Section 5.1(c) below.

(b) A Member or former Member may make a one-time request to the Administrator to defer the Member’s designated distribution event under Section 5.1(a). The requests must be filed in writing with the Administrator at least one year prior to when distribution would commence based on the current designation and must defer distribution for at least five years following the date on which distribution would otherwise have been made. The deferral requests must specify a distribution event described in Section 5.1(a), shall be subject to approval of the Administrator and, if approved, shall be effective as of the date that is one year after the request is filed with the Administrator. If the Member’s current distribution event will occur upon his termination of employment and the Member’s employment terminates within one year after the deferral request is made, the deferral request shall not be effective. Notwithstanding the foregoing, a request to defer a Member’s designated distribution event under Section 5.1(a) that is filed on or before December 31, 2007 shall be effective immediately, provided that such request does not cause a payment that would otherwise be made in 2007 to be postponed or to cause a payment that would otherwise be made after 2007 to be made in 2007.

(c) Notwithstanding anything in this Section 5.1 to the contrary, a Member’s Account shall be distributed upon his death.

(d) Notwithstanding the foregoing, in their sole and absolute discretion, the Participating Companies may delay payment of a benefit under this Plan to any Member to the extent required to avoid the nondeductibility of such benefit under Section 162(m) of the Code or to avoid a violation of federal securities laws or other applicable law; provided, however, if a Member’s payment is delayed, the benefit to which he is entitled will not decrease after the date it would otherwise be distributed. Payment shall be made during the first taxable year in which the Participating Companies reasonably anticipate that Section 162(m) of the Code will not cause the payment to be nondeductible or that the payment will not violate federal securities laws or other applicable law.

     5.2 Method of Payment: A Member’s or former Member’s Account shall be distributed or commence to be distributed to him, or in the event of his death to his Beneficiary, as soon as administratively practicable following the date provided in the Member’s Distribution Option elected under Section 5.1 or his date of death, as the case may be, based upon the Member’s Account as of the Valuation Date coinciding with or immediately preceding the date

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of distribution. Notwithstanding the foregoing, payment must be made no later than the later of (i) the last day of the Plan Year in which the distribution event occurs or (ii) 2-1/2 months following the date of such distribution event. Such distribution shall be made either (i) in a single lump sum payment or (ii) in substantially equal monthly, quarterly or annual payments over a period not in excess of ten (10) years. If the installment method is elected, the Member’s Account, until fully distributed, shall continue to be credited with deemed investment earnings and losses in accordance with Section 4.2, and each installment payment shall equal a fraction of the Account balance, as of the most recent Valuation Date, equal to one over the number of installment payments left. A Member shall be entitled to elect the form of distribution to him or his Beneficiary at the time of commencement of his participation under this Plan and any such election shall be irrevocable and never subject to change except prospectively. If a Member shall fail to make a proper election as to the form of distribution of his Account, the Committee shall determine the method by which such Member’s Account shall be distributed to him or his Beneficiary.

     5.3 Unforeseeable Emergency:

(a) While employed by the Participating Companies, a Member or former Member may, in the event of an unforeseeable emergency, request a withdrawal from his Account. The request shall be made in a time and manner determined by the Administrator, shall not be for a greater amount than the amount reasonably necessary to satisfy the emergency need (including any federal, state, local or foreign taxes or penalties reasonably anticipated to result from the withdrawal), and shall be subject to approval by the Administrator.

(b) For purposes of this Section 5.3 an unforeseeable emergency is a severe financial hardship to the Member resulting from (i) an illness or accident of the Member, the Member’s spouse, the Member’s beneficiary, or the Member’s dependent (as defined in Section 152 of the Code, without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B) of the Code), (ii) loss of the Member’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster), or (iii) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Member. Notwithstanding the foregoing, a withdrawal on the basis of unforeseeable emergency is not permitted to the extent that such emergency is or may be relieved through reimbursement or compensation from insurance or otherwise, by liquidation of the Member’s assets, to the extent the liquidation of such assets would not cause severe financial hardship, or by cessation of deferrals under this Plan.

     5.4 Designation of Beneficiary: A Member or former Member may, in a time and manner determined by the Administrator, designate a beneficiary and one or more contingent beneficiaries (which may include the Member’s or former Member’s estate) to receive any benefits which may be payable under this Plan upon his death. If the Member or former Member fails to designate a beneficiary or contingent beneficiary, or if the beneficiary and the contingent beneficiaries fail to survive the Member or former Member, such benefits shall be paid to the

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Member’s or former Member’s estate. A Member or former Member may revoke or change any designation made under this Section 5.4 in a time and manner determined by the Administrator.

     5.5 Status of Account Pending Distribution: Pending distribution, a former Member’s Account shall continue to be credited with earnings and losses as provided in Section 4.2. The former Member shall be entitled to apply for hardship withdrawals under Section 5.3 to the same extent as if he were a Member of the Plan.

     5.6 Change of Control: In the event a Change of Control has occurred, each Member or former Member shall receive, and the Plan Sponsor shall pay within 7 days of such Change of Control, a lump sum payment equal to the value of the Member’s or former Member’s Accounts (determined under Article 4) as of the Valuation Date coinciding with or next following the date of such Change of Control. The amount of each Member’s or former Member’s lump sum payment shall be determined by the Plan Sponsor’s accountants after consultation with the entity then maintaining the Plan’s records, and shall be projected, if necessary, to such Valuation Date from the last valuation of Member’s or former Member’s Accounts for which information is readily available.

ARTICLE 6. AMENDMENT OR TERMINATION

     6.1 Right to Terminate: The Corporation may, in its sole discretion, terminate this Plan and the related Deferral Agreements at any time (other than at a time proximate to a downturn in the financial health of any Affiliated Company) provided that all deferred compensation plans that must be aggregated with this Plan for purposes of Section 409A of the Code, if any, are also terminated. In the event the Plan and related Deferral Agreements are terminated pursuant to the immediately preceding sentence, each Member, former Member or beneficiary shall receive a single sum payment equal to the balance in his Account no earlier than 12 months nor later than 24 months following such termination. Notwithstanding the foregoing, the Corporation may, in its sole discretion, terminate this Plan at any time within 12 months of a corporate dissolution taxed under Section 331 of the Code, or with the approval of a bankruptcy court pursuant to 11 U.S.C. Section 503(b)(1)(A). In the event the Plan and related Deferral Agreements are terminated pursuant to the immediately preceding sentence, each Member, former Member and beneficiary shall receive a single sum payment equal to the balance in his Account as soon as practicable thereafter.

     6.2 Right to Amend: Each Participating Company, by proper action of its governing body, may, in its sole discretion, amend this Plan and the related Deferral Agreements with respect to the Members employed by such Participating Company on 30 days’ prior notice to the Members and, where applicable, former Members. If any amendment to this Plan or to the Deferral Agreements shall adversely affect the rights of a Member or former Member, such individual must consent in writing to such amendment prior to its effective date. If such individual does not consent to the amendment, the Plan and related Deferral Agreements shall be deemed to be terminated with respect to such individual and he shall receive a single sum payment of his Account as soon thereafter as is practicable.

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     6.3 Uniform Action: Notwithstanding anything in the Plan to the contrary, any action to amend or terminate the Plan or the Deferral Agreements must be taken in a uniform and nondiscriminatory manner.

ARTICLE 7. GENERAL PROVISIONS

     7.1 No Funding: Nothing contained in this Plan or in a Deferral Agreement shall cause this Plan to be a funded retirement plan. Neither the Member, former Member, his beneficiary, contingent beneficiaries, heirs or personal representatives shall have any right, title or interest in or to any funds of the Affiliated Companies on account of this Plan or on account of having completed a Deferral Agreement. Each Member or former Member shall have the status of a general unsecured creditor of the Affiliated Companies and this Plan constitutes a mere promise by the Affiliated Companies to make benefit payments in the future. The Plan Sponsor, in its sole discretion, may establish a grantor trust, insurance contract or other investment vehicle to assist in its meeting its obligations under this Plan; provided, that no member or beneficiary shall at any time have any right to any portion of the assets thereof and such assets shall at all times be subject to the claims of the creditors of the Plan Sponsor in bankruptcy.

     7.2 No Contract of Employment: The existence of this Plan or of a Deferral Agreement does not constitute a contract for continued employment between an Eligible Executive or a Member and an Affiliated Company. The Affiliated Companies reserve the right to modify an Eligible Executive’s or Member’s remuneration and to terminate an Eligible Executive or a Member for any reason and at any time, notwithstanding the existence of this Plan or of a Deferral Agreement.

     7.3 Withholding Taxes: All payments under this Plan shall be net of an amount sufficient to satisfy any federal, state or local withholding tax requirements.

     7.4 Nonalienation: The right to receive any benefit under this Plan may not be transferred, assigned, pledged or encumbered by a Member, former Member, beneficiary or contingent beneficiary in any manner and any attempt to do so shall be void. No such benefit shall be subject to garnishment, attachment or other legal or equitable process without the prior written consent of the Affiliated Companies.

     7.5 Administration:

(a) This Plan shall be administered by the Committee. Certain administrative functions, as set forth in the Plan, shall be the responsibility of the Administrator. The Administrator shall interpret the Plan, establish regulations to further the purposes of the Plan and take any other action necessary to the proper operation of the Plan in accordance with guidelines established by the Committee or, if there are no such guidelines, consistent with furthering the purpose of the Plan.

(b) The Corporation, by proper action of the Board, in its sole discretion and upon such terms as it may prescribe, may permit any Affiliated Company to participate in the Plan.

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(c) Prior to paying any benefit under this Plan, the Administrator may require the Member, former Member, beneficiary or contingent beneficiary to provide such information or material as the Administrator, in its sole discretion, shall deem necessary for it to make any determination it may be required to make under this Plan. The Administrator may withhold payment of any benefit under this Plan until it receives all such information and material and is reasonably satisfied of its correctness and genuineness.

(d) The Administrator shall provide adequate notice in writing to any Member, former Member, beneficiary or contingent beneficiary whose claim for benefits under this Plan has been denied, setting forth the specific reasons for such denial. A reasonable opportunity shall be afforded to any such Member, former Member, beneficiary or contingent beneficiary for a full and fair review by the Administrator of its decision denying the claim. The Administrator’s decision on any such review shall be final and binding on the Member, former Member, beneficiary or contingent beneficiary and all other interested persons.

(e) All acts and decisions of the Administrator shall be final and binding upon all Members, former Members, beneficiaries, contingent beneficiaries and employees of the Affiliated Companies.

     7.6 Construction:

(a) The Plan is intended to constitute an unfunded deferred compensation arrangement for a select group of management or highly compensated employees and all rights hereunder shall be governed by and construed in accordance with the laws of the State of Minnesota to the extent not preempted by federal law.

(b) The masculine pronoun shall mean the feminine wherever appropriate.

(c) The captions inserted herein are inserted as a matter of convenience and shall not affect the construction of the Plan.

POLARIS INDUSTRIES INC. By Polaris Industries Inc., a Delaware corporation
By:	/s/ Michael W. Malone
Name:	Michael W. Malone
Title:	Vice President-Finance, Chief Financial Officer and Secretary

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EX-10.D

Exhibit 10. d

POLARIS INDUSTRIES INC.
DEFERRED COMPENSATION PLAN FOR DIRECTORS

SECTION 1. INTRODUCTION

     1.1 ESTABLISHMENT. Polaris Industries Inc., a Minnesota corporation (the “Company”), hereby establishes the Polaris Industries Inc. Deferred Compensation Plan for Directors (the “Plan”) for those directors of the Company who are neither officers nor employees of the Company. The Plan provides (i) for the grant of awards in the form of Common Stock Equivalents to Directors and (ii) the opportunity for Directors to defer receipt of all or a part of their cash compensation and thereby be credited with additional Common Stock Equivalents.

     1.2 PURPOSES. The purposes of the Plan are to align the interests of Directors more closely with the interests of other shareholders of the Company, to encourage the highest level of Director performance by providing the Directors with a direct interest in the Company’s attainment of its financial goals, and to provide a financial incentive that will help attract and retain the most qualified Directors.

     1.3 EFFECTIVE DATE. This Plan was originally effective as of January 26, 1995, the date of its initial approval by the Board of Directors. This restatement of the Plan is effective as of January 1, 2008.

SECTION 2. DEFINITIONS

     2.1 DEFINITIONS. The following terms shall have the meanings set forth below:

          (a) “Board” means the Board of Directors of the Company.

          (b) “Change in Control” means any of the events set forth below:

               (i) The acquisition in one or more transactions, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of a number of voting securities of the Company in excess of 30% of the voting securities of the Company unless such acquisition has been approved by the Board; or

               (ii) Any election has occurred of persons to the Board that causes two-thirds of the Board to consist of persons other than (A) persons who were members of the Board on the effective date of the Plan and (B) persons who were nominated for elections as members of the Board at a time when two-thirds of the Board consisted of persons who were members of the Board on the effective date of the Plan; provided, however, that any person nominated for election by a Board at least two-thirds of whom constituted persons described in clauses (A) and/or (B) or by persons who were themselves nominated by such Board shall, for this purpose, be deemed to have been nominated by a Board composed of persons described in clause (A); or

               (iii) Approval by the shareholders of the Company of a reorganization, merger or consolidation, unless, following such reorganization, merger or consolidation, all or substantially all of the individuals and entities who were the respective beneficial owners of the voting securities of the Company immediately prior to such reorganization, merger or consolidation, following such reorganization, merger or consolidation beneficially own, directly or indirectly, more than 60% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the entity resulting from such reorganization, merger or consolidation in substantially the same proportion as their ownership of the voting securities of the Company immediately prior to such reorganization, merger or consolidation, as the case may be; or

               (iv) A sale or other disposition of all or substantially all the assets of the Company.

               Notwithstanding the foregoing, no event will constitute a Change in Control unless such event is a change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the Corporation within the meaning of Section 409A(2)(A)(v) of the Code and the regulations thereunder.

          (c) “Committee” means the Compensation Committee of the Board of Directors of the Company or such other committee of the Board as the Board may designate.

          (d) “Common Stock Equivalent” means a hypothetical share of Stock which shall have a value on any date equal to the Fair Market Value of one share of Stock on that date.

          (e) “Common Stock Equivalent Award” means an award of Common Stock Equivalents granted to a Director pursuant to Section 5.1 of the Plan.

          (f) “Deferred Stock Account” means the bookkeeping account established by the Company in respect to each Director pursuant to Section 5.4 hereof and to which shall be credited Common Stock Equivalents pursuant to the Plan.

          (g) “Director” means a member of the Board who is neither an officer nor an employee of the Company. For purposes of the Plan, an employee is an individual whose wages are subject to the withholding of federal income tax under section 3401 of the Internal Revenue Code, and an officer is an individual elected or appointed by the Board or chosen in such other manner as may be prescribed in the Bylaws of the Company to serve as such.

          (h) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

          (i) “Fair Market Value” means as of any applicable date: (i) if the Stock is listed on a national securities exchange or is authorized for quotation on the National Association of Securities Dealers Inc.’s NASDAQ National Market System (“NASDAQ/NMS”), the closing price, regular way, of the Stock on such exchange or NASDAQ/NMS, as the case may be, or if no such reported sale of the Stock shall have occurred on such date, on the next preceding date

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on which there was such a reported sale; or (ii) if the Stock is not listed for trading on a national securities exchange or authorized for quotation on NASDAQ/NMS, the closing bid price as reported by the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), or if no such prices shall have been so reported for such date, on the next preceding date for which such prices were so reported; or (iii) if the Stock is not listed for trading on a national securities exchange or authorized for quotation on NASDAQ, the last reported bid price published in the “pink sheets” or displayed on the NASD Electronic Bulletin Board, as the case may be; or (iv) if the Stock is not listed for trading on a national securities exchange, or is not authorized for quotation on the NASD Electronic Bulletin Board, the Fair Market Value of the Stock as determined in good faith by the Committee.

          (j) “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended from time to time.

          (k) “Stock” means the $.01 par value common stock of the Company.

          (l) “Quarterly Payment Date” means each of the four dates each year on which the Company pays retainer fees to Directors.

     2.2 GENDER AND NUMBER. Except when otherwise indicated by the context, the masculine gender shall also include the feminine gender, and the definitions of any term herein in the singular shall also include the plural.

SECTION 3. PLAN ADMINISTRATION

     The Plan shall be administered by the Committee. Subject to the limitations of the Plan, the Committee shall have the sole and complete authority: (i) to impose such limitations, restrictions and conditions upon such awards as it shall deem appropriate, (ii) to interpret the Plan and to adopt, amend and rescind administrative guidelines and other rules and regulations relating to the Plan and (iii) to make all other determinations and to take all other actions necessary or advisable for the implementation and administration of the Plan. Notwithstanding the foregoing, the Committee shall have no authority, discretion or power to select the Directors who will receive awards pursuant to the Plan, determine the awards to be granted pursuant to the Plan, the number of shares of Stock to be issued thereunder or the time at which such awards are to be granted, established the duration and nature of awards or alter any other terms or conditions specified in the Plan, except in the sense of administering the Plan subject to the provisions of the Plan. The determinations of the Committee on matters within its authority shall be conclusive and binding upon the Company and other persons. The Committee may delegate such of its powers and authority under the Plan as it deems appropriate to designated officers or employees of the Company. The Plan shall be interpreted and implemented in a manner so that Directors will not fail, by reason of the Plan or its implementation, to be “disinterested persons” within the meaning of Rule 16b-3 under Section 16 of the Exchange Act, as such rule may be amended.

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SECTION 4. STOCK SUBJECT TO THE PLAN

     4.1 NUMBER OF SHARES. There shall be authorized for issuance under the Plan in accordance with the provisions of the Plan 200,000 shares of Stock. This authorization may be increased from time to time by approval of the Board and by the shareholders of the Company if such shareholder approval is required. The Company shall at all times during the term of the Plan retain as authorized and unissued Stock at least the number of shares from time to time required under the provisions of the Plan, or otherwise assure itself of its ability to perform its obligations hereunder. The shares of Stock issuable hereunder shall be authorized and unissued shares or previously issued and outstanding shares of Common Stock reacquired by the Company.

     4.2 OTHER SHARES OF STOCK. Any shares of Stock that are subject to a Common Stock Equivalent and for any reason are not issued to a Director shall automatically become available again for use under the Plan.

     4.3 ADJUSTMENTS UPON CHANGES IN STOCK. If there shall be any change in the Stock of the Company, through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, spinoff, split up, dividend in kind or other change in the corporate structure or distribution to the shareholders, appropriate adjustments shall be made by the Committee (or if the Company is not the surviving corporation in any such transaction, the board of directors of the surviving corporation) in the aggregate number and kind of shares subject to the Plan, and the number and kind of shares which may be issued under the Plan. Appropriate adjustments may also be made by the Committee in the terms of Common Stock Equivalents under the Plan to reflect such changes and to modify any other terms of outstanding awards on an equitable basis as the Committee in its discretion determines.

SECTION 5. COMMON STOCK EQUIVALENT AWARDS

     5.1 GRANTS OF COMMON STOCK EQUIVALENT AWARDS. Common Stock Equivalents having a Fair Market Value on the date of grant equal to $1,250 shall be granted automatically, as of each Quarterly Payment Date, to each Director who is entitled to receive a retainer fee on such date; provided, however, that in the case of the first Quarterly Payment Date applicable to any person who is a Director on the date the Plan becomes effective, $3,750 shall be substituted for $1,250 in the foregoing provision. If a person becomes a member of the Board between Quarterly Payment Dates, whether by action of the shareholders of the Company or the Board, such person shall be granted automatically, as of the date his or her Board service commences, a pro rata Common Stock Equivalent Award equal to a full Award (determined pursuant to the immediately preceding sentence as if the date such Director began serving on the Board was a Quarterly Payment Date) multiplied by a fraction (not in excess of 1.0), the numerator of which is the number of days during the period beginning with the date upon which such Director commences Board service and ending with the next following Quarterly Payment Date, and the denominator of which is the total number of days during the period beginning on the Quarterly Payment Date immediately preceding the commencement of Board service by the Director and ending on the next following Quarterly Payment Date.

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     5.2 DEFERRAL ELECTIONS. A Director may elect to defer receipt of all or a specified portion of the annual retainer, chair and/or meeting fees otherwise payable in cash to the Director for serving on the Board or any committee thereof. A Director may make the elections permitted hereunder by giving written notice to the Company in a form approved by the Committee. The notice shall include: (i) the percentage of chair and/or meeting fees or annual retainer to be deferred, and (ii) the time as of which deferral is to commence. Amounts deferred by a Director pursuant to this Section 5.2 shall be converted into Common Stock Equivalents in accordance with Section 5.4.

     5.3 TIME FOR ELECTING DEFERRAL. Any election to defer annual retainer, chair and/or meeting fees shall be made prior to the first day of the calendar year in which such fees are earned by the Director. Any subsequent election to (i) alter the portion of such amounts deferred or (ii) revoke an election to defer such amounts will become effective on the first day of the calendar year following the date on which such election is filed. Notwithstanding the foregoing, when a Director first becomes eligible to participate in the Plan, a Director may file an initial election to defer annual retainer, chair and/or meeting fees at any time during the 30-day period beginning on the date of such Directors date of initial participation. Such election shall apply to fees earned after the date such election is filed.

     5.4 DEFERRED STOCK ACCOUNTS. A Deferred Stock Account shall be established for each Director. Fees deferred by a Director shall be credited to such Account as of the date such amounts would have otherwise been paid in cash to the Director, and shall be converted, based on Fair Market Value as of the date such amounts would have otherwise been paid in cash to the Director, into additional Common Stock Equivalents. A Director’s Deferred Stock Account shall also be credited with dividends and other distributions pursuant to Section 5.5.

     5.5 HYPOTHETICAL DIVIDENDS ON COMMON STOCK EQUIVALENTS. Dividends and other distributions on Common Stock Equivalents shall be deemed to have been paid as if such Common Stock Equivalents were actual shares of Stock issued and outstanding on the respective record or distribution dates. Common Stock Equivalents shall be credited to the Deferred Stock Account in respect of cash dividends and any other securities or property issued on the Stock in connection with reclassifications, spinoffs and the like on the basis of the value of the dividend or other asset distributed and the Fair Market Value of the Common Stock Equivalents on the date of the announcement of the dividend or asset distribution, all at the same time and in the same amount as dividends or other distributions are paid or issued on the Stock. Fractional shares shall be credited to a Director’s Deferred Stock Account cumulatively but the balance of shares of Common Stock Equivalents in a Director’s Deferred Stock Account shall be rounded to the next highest whole share for any payment to such Director pursuant to Section 5.7 hereof.

     5.6 STATEMENT OF ACCOUNTS. A statement will be sent to each Director as to the balance of his or her Deferred Stock Account at least once each calendar year.

     5.7 PAYMENT OF ACCOUNTS. A Director shall receive a distribution of his or her Deferred Stock Account as soon as practicable following his or her separation from service with the Company (as that term is defined in Section 409A of the Internal Revenue Code and the

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regulations thereunder). Such distribution shall consist of one share of Stock for each Common Stock Equivalent credited to such Director’s Deferred Stock Account as of the Quarterly Payment Date immediately preceding the date of distribution.

     5.8 PAYMENTS TO A DECEASED DIRECTOR’S ESTATE. In the event of a Director’s death before the balance of his or her Deferred Stock Account is fully paid to him, payment of the balance of the Director’s Deferred Stock Account shall then be made to his estate in the time and manner selected by the Committee in the absence of a designation of a beneficiary pursuant to Section 5.9 hereof. The Committee may take into account the application of any duly appointed administrator or executor of a Director’s estate and direct that the balance of the Director’s Deferred Stock Account be paid to his estate in the manner requested by such application.

     5.9 DESIGNATION OF BENEFICIARY. A Director may designate a beneficiary on a form approved by the Committee.

     5.10 CHANGE IN CONTROL. Notwithstanding any provision of this Plan to the contrary, in the event a Change in Control of the Company occurs, within ten (10) days of the date of such Change in Control, each Director shall receive a lump sum distribution in cash equal to the value of all Common Stock Equivalents credited to such Director’s Deferred Stock Account as of the Quarterly Payment Date immediately preceding the date of distribution (based upon the highest Fair Market Value during the 30 days immediately preceding the Change in Control).

SECTION 6. ASSIGNABILITY

     The right to receive payments or distributions hereunder shall not be transferable or assignable by a Director other than by will or the laws of descent and distribution.

SECTION 7. PLAN TERMINATION, AMENDMENT AND MODIFICATION

     The Plan shall automatically terminate at the close of business on May 31, 2010 unless sooner terminated by the Board and each Director shall receive a distribution of his or her Deferred Stock Account on such date in such form and in such amount as is set forth in Section 5.7. The Company, by proper action of its governing body, may, in its sole discretion, terminate this Plan at any time prior to May 31, 2010 (other than at a time proximate to a downturn in the financial health of the Company) provided that all deferred compensation plans that must be aggregated with this Plan for purposes of Section 409A of the Code, if any, are also terminated. In the event the Plan is terminated pursuant to the immediately preceding sentence, each Director shall receive a distribution of his or her Deferred Stock Account no earlier than 12 months nor later than 24 months following such termination. Such distribution shall be in such form and in such amount as is set forth in Section 5.7 as if the date of distribution were the date of the Director’s separation from service. Notwithstanding the foregoing, the Company may, in its sole discretion terminate this Plan at any time prior to May 31, 2010 within 12 months of a corporate dissolution taxed under Section 331 of the Code, or with the approval of a bankruptcy court pursuant to 11 U.S.C. Section 503(b)(1)(A). In the event the Plan is terminated pursuant to the immediately preceding sentence, each Director shall receive a distribution of his or her Deferred

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Stock Account in such form and in such amount as is set forth in Section 5.7 as soon as practicable thereafter.

SECTION 8. GOVERNING LAW

     The Plan and all agreements hereunder shall be construed in accordance with and governed by the laws of the State of Minnesota.

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EX-10.E

Exhibit 10. e

October 31, 2007

Mr. Thomas C. Tiller
Polaris Industries Inc.
2100 Highway 55
Medina, MN 55340

     Re: Amendment to Employment Agreement

Dear Mr. Tiller:

Reference is made to the letter agreement dated January 18, 2007 between you and Polaris Industries Inc., a Minnesota corporation (“Polaris”), which sets forth the terms and conditions of your employment by Polaris (the “Agreement”). For purposes of causing your Agreement to in part comply with and in part be exempt from the requirements of Section 409A of the Internal Revenue Code, your Agreement is hereby amended as follows:

1. Paragraph 3(e)(ii) of the Agreement is hereby amended and restated in its entirety as follows:

(ii) “Good Reason” means any of (A) a material reduction or diminution of your title or in the scope of your authority and responsibility as an executive of Polaris, (B) a material reduction in your base compensation; (C) a material change in the geographic location of your principal place of employment; or (D) Polaris otherwise fails to perform any of its material obligations to you. You must give Polaris notice of the existence of Good Reason during the 90-day period beginning on the date of the initial existence of Good Reason. If Polaris remedies the condition giving rise to Good Reason within 30 days thereafter, Good Reason shall not exist and you will not be entitled to terminate employment for Good Reason.

2. Paragraph 7 of the Agreement is hereby amended and restated in its entirety as follows:

7. Retirement; Continued Employment. Upon the completion of the Term, provided that your employment with Polaris has not been terminated prior thereto, you will be eligible to retire from Polaris for all purposes and eligible to participate in the benefit plans and receive the perquisites described in Exhibit C hereto upon your separation from service with Polaris (within the meaning of Section 409A of the Internal Revenue Code and the regulations thereunder). Notwithstanding the forgoing, you and Polaris have agreed that prior to the end of Term, if your employment at Polaris has not previously terminated, you and Polaris will make a good faith effort to negotiate the terms of an agreement for your continued employment with Polaris through December 31, 2011 in other than an executive officer capacity in which you will provide services to Polaris with respect to such matters as to be determined during such negotiations.

Mr. Thomas C. Tiller
October 31, 2007
Page 2

Please sign and return a copy of this letter indicating that you agree to the terms of this amendment to your Agreement.

Very truly yours, POLARIS INDUSTRIES INC.
/s/ Michael W. Malone
By:	Michael W. Malone
Title:	Vice President-Finance, Chief Financial Officer and Secretary

ACKNOWLEDGED AND AGREED TO:
Signature:	/s/ Thomas C. Tiller
By:		Thomas C. Tiller
Date:		October 31, 2007

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EX-10.F

Exhibit 10.f

                                         , 2007

Name and Address
of Employee

     Re: Amendment to Change in Control Agreement

     Dear                     :

Reference is made to Change in Control Agreement dated [INSERT DATE] (“Agreement”) between you and Polaris Industries Inc., a Minnesota corporation (“Polaris”). For purposes of causing your Agreement to be exempt from the requirements of Section 409A of the Internal Revenue Code, your Agreement is hereby amended as follows:

1. Paragraph 1(c) of the Agreement is hereby amended and restated in its entirety as follows:

(c) Good Reason. “Good Reason” means (i) the assignment to Employee of any duties inconsistent in any material respect with Employee’s position or any material reduction in the scope of the Employee’s authority and responsibility; (ii) there is a material reduction in Employee’s base compensation; (iii) a material change in the geographic location of your principal place of employment; or (iv) the Company otherwise fails to perform any of its material obligations to Employee. You must give the Company notice of the existence of Good Reason during the 90-day period beginning on the date of the initial existence of Good Reason. If the Company remedies the condition giving rise to Good Reason within 30 days thereafter, Good Reason shall not exist and you will not be entitled to terminate employment for Good Reason.

Please sign and return a copy of this letter indicating that you agree to the terms of this amendment to your Agreement.

Very truly yours,

POLARIS INDUSTRIES INC.
 

By:  

Title:  

AGREED TO AND ACKNOWLEDGED:

Print Name:                                        

Signature:                                          

Date: